COMP OPTIONS INSURANCE COMPANY, INC.

REPORT ON EXAMINATION OF COMP OPTIONS INSURANCE COMPANY, INC. JACKSONVILLE, FLORIDA AS OF DECEMBER 31, 2008 BY THE OFFICE OF INSURANCE REGULATION

TABLE OF CONTENTS LETTER OF TRANSMITTAL... - SCOPE OF EXAMINATION... 1 STATUS OF ADVERSE FINDINGS FROM PRIOR EXAMINATION... 3 HISTORY... 4 GENERAL... 4 CAPITAL STOCK... 4 PROFITABILITY OF COMPANY... 5 DIVIDENDS TO POLICYHOLDERS... 5 MANAGEMENT... 5 CONFLICT OF INTEREST PROCEDURE... 7 CORPORATE RECORDS... 7 ACQUISITIONS, MERGERS, DISPOSALS, DISSOLUTIONS, AND PURCHASE OR SALES THROUGH REINSURANCE... 7 SURPLUS DEBENTURES... 7 AFFILIATED COMPANIES... 8 ORGANIZATIONAL CHART... 8 TAX ALLOCATION AGREEMENT... 9 MARKETING AND ADMINISTRATIVE SERVICES AGREEMENT... 9 FIDELITY BOND... 9 PENSION, STOCK OWNERSHIP AND INSURANCE PLANS... 9 STATUTORY DEPOSITS... 10 INSURANCE PRODUCTS... 10 TERRITORY... 10 TREATMENT OF POLICYHOLDERS... 10 REINSURANCE... 11 ASSUMED... 11 CEDED... 11 ACCOUNTS AND RECORDS... 11 CUSTODIAL AGREEMENT... 12 INDEPENDENT AUDITOR AGREEMENT... 12 INFORMATION TECHNOLOGY REPORT... 12 FINANCIAL STATEMENTS PER EXAMINATION... 13 ASSETS... 14 LIABILITIES, SURPLUS AND OTHER FUNDS... 15 STATEMENT OF INCOME... 16

COMMENTS ON FINANCIAL STATEMENTS... 17 ASSETS... 17 LIABILITIES... 17 CAPITAL AND SURPLUS... 17 COMPARATIVE ANALYSIS OF CHANGES IN SURPLUS... 18 SUMMARY OF FINDINGS... 19 CONCLUSION... 20

Tallahassee, Florida August 28, 2009 Kevin M. McCarty Commissioner Office of Insurance Regulation State of Florida Tallahassee, Florida 32399-0326 Dear Sir: Pursuant to your instructions, in compliance with Section 624.316, Florida Statutes, and in accordance with the practices and procedures promulgated by the National Association of Insurance Commissioners (NAIC), we have conducted an examination as of December 31, 2008 of the financial condition and corporate affairs of: COMP OPTIONS INSURANCE COMPANY, INC. 5011 GATE PARKWAY JACKSONVILLE, FLORIDA 32256 Hereinafter referred to as the Company. Such report of examination is herewith respectfully submitted.

SCOPE OF EXAMINATION This examination covered the period of January 1, 2004, through December 31, 2008. The Company was last examined by representatives of the Florida Office of Insurance Regulation (Office) as of December 31, 2003. This examination commenced, with planning at the Office, on March 9, 2009, to March 13, 2009. The fieldwork commenced on April 6, 2009, and was concluded as of August 28, 2009. This financial examination was a statutory financial examination conducted in accordance with the Financial Condition Examiners Handbook, Accounting Practices and Procedures Manual and annual statement instructions promulgated by the NAIC as adopted by Rules 69O-137.001(4) and 69O-138.001, Florida Administrative Code, with due regard to the statutory requirements of the insurance laws and rules of the State of Florida. The Financial Condition Examiners Handbook requires that the examination be planned and performed to evaluate the financial condition and identify prospective risks of the Company by obtaining information about the Company including corporate governance, identifying and assessing inherent risks within the Company, and evaluating system controls and procedures used to mitigate those risks. An examination also includes assessing the principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation and management's compliance with Statutory Accounting Principles and annual statement instructions when applicable to domestic state regulations. Risk-focused examinations consist of a seven-phase process that can be used to identify and assess risk, assess the adequacy and effectiveness of strategies/controls used to mitigate risk and 1

assist in determining the extent and nature of procedures and testing to be utilized in order to complete the review of that activity. The process should generally include a determination of the quality and reliability of the corporate governance structure and risk management programs. In addition, it can be used for verification of specific portions of the financial statements or other limited-scope reviews, increased focus on, and can result in increased substantive testing of, accounts identified as being at high risk of misstatement. Conversely, the risk assessment process should result in decreased focus on, and fewer substantive tests on the accounts identified as being at low risk of misstatement. The risk-focused surveillance process can be used to assist examiners in targeting areas of high-risk. In this examination, emphasis was directed to the quality, value and integrity of the statement of assets and the determination of liabilities, as those balances affect the financial solvency of the Company as of December 31, 2008. Transactions subsequent to year-end 2008 were reviewed where relevant and deemed significant to the Company s financial condition. All accounts and activities of the Company were considered in accordance with the risk-focused examination process. The examination included a review of the corporate records and other selected records deemed pertinent to the Company s operations and practices. In addition, the NAIC IRIS ratio reports, the A.M. Best Report, the Company s independent audit reports and certain work papers prepared by the Company s independent certified public accountant (CPA) and other reports as considered necessary were reviewed and utilized where applicable within the scope of this examination. 2

This report of examination was confined to financial statements and comments on matters that involved departures from laws, regulations or rules, or which were deemed to require special explanation or description. Status of Adverse Findings from Prior Examination The following is a summary of significant adverse findings contained in the Office s prior examination report as of December 31, 2003, along with resulting action taken by the Company. The Company did not have a Florida Consolidated Income Tax Agreement in place in 2003. Resolution: The Company provided a copy of the Tax Allocation Agreement with its July 14, 2005 response to the exam findings. The Company did not provide audit committee minutes of its parent Blue Cross and Blue Shield of Florida (BCBS-FL) who had an audit committee serving on behalf of the Company. Resolution: The Company made available audit committee minutes of BCBSFL during this examination. The Company s quota share reinsurance agreement with BCBSFL did not contain an insolvency clause. Resolution: All reinsurance agreements reviewed during the examination contained the appropriate insolvency clause. The Company inaccurately reported Affiliates US Inter-company pooling on Part 4 of Schedule F. Resolution: The Company now correctly reports such information on Schedule F. 3

The Company s custodial agreement with Wachovia Bank contained a noncompliant clause. Resolution: The Company provided a copy of the amended custodial agreement that included the required language with its response to the exam findings. The Company s agents balance aging schedule was inaccurate. Resolution: The Company reported an accurate aging during the examination. HISTORY General The Company was incorporated in Florida on July 28, 1997 as a property and casualty insurer and commenced business on September 2, 1997 as Comp Options Insurance Company, Inc. In accordance with Section s 628.051 and 628.071, Florida Statutes, the Company was authorized to transact workers compensation insurance coverage in Florida. The Company s Articles of Incorporation and By-laws were not amended during the period covered by this examination. Capital Stock As of December 31, 2008, the Company s capitalization was as follows: Number of authorized common capital shares 5,000,000 Number of shares issued and outstanding 1,000,000 Total common capital stock $1,000,000 Par value per share $1.00 Control of the Company was maintained by its parent, Diversified Health Services, Inc. who owned 100% of the stock issued by the Company, who in turn was 100% owned by BCBS-FL. 4

Profitability of Company The following table shows the profitability trend of the Company for the period of this examination, as reported in the filed annual statements ($ thousands). 2008 2007 2006 2005 2004 Premiums Earned $16,798 $18,553 $16,563 $17,309 $14,136 Net Underwriting Gain/(Loss) 7,254 6,506 7,172 8,139 3,099 Net Income 4,615 3,420 4,361 4,548 1,169 Total Assets 57,078 57,806 50,563 42,063 34,733 Total Liabilities 30,921 33,248 30,764 26,686 24,127 Surplus As Regards Policyholders 26,157 24,557 19,799 15,377 10,606 Dividends to Policyholders In accordance with Section 628.381, Florida Statutes, the Company declared and paid dividends to its policyholders in 2008 and 2007 in the amounts of $ 2,859,258 and $ 2,548,797, respectively. Management The annual shareholder meeting for the election of directors was held in accordance with Sections 607.1601 and 628.231, Florida Statutes, during 2008. Directors serving as of December 31, 2008, were: 5

Directors Name and Location Robert Chris Doerr Jacksonville, Florida Barbara Greene Benevento Jacksonville, Florida Alan Todd Guzzino Jacksonville, Florida Principal Occupation Chairman BCBSFL Executive VP/CFO President BCBSFL Group VP BCBSFL VP Darnell Smith. Jacksonville, Florida BCBSFL Group VP Frederick Vance Ryder Jacksonville, Florida BCBSFL Senior VP The Board of Directors in accordance with the Company s bylaws appointed the following senior officers: Senior Officers Name Barbara Greene Benevento Robert Allen Pallais Cynthia Lynn Howard Arezou Clegg Jolly Title President Vice President, Treasurer & CFO Vice President Secretary The Company s Board appointed several internal committees in accordance with Section 607.0825, Florida Statutes. Following are the principal internal board committees and their members as of December 31, 2008: Audit Committee Investment Committee Edward L Boykin 1 Tracy A. Leinbach 1 Tracy A. Leinbach Edward L. Boykin John B. Ramil John B. Ramil Barbara B. Thomas Barbara B. Thomas 6

Dr. Robert I. Lufrano 2 Dr. Robert I. Lufrano 2 Gonzalo F. Valdes-Fauli 2 Gonzalo F. Valdes-Fauli 2 1 Chairman 2 Ex-officio Conflict of Interest Procedure The Company adopted a formal policy statement requiring annual disclosure of conflicts of interest in accordance with the NAIC Financial Condition Examiners Handbook. Corporate Records The recorded minutes of the shareholder, Board of Directors, and certain internal committees were reviewed for the period under examination. The recorded minutes of the Board adequately documented its meetings and approval of Company transactions and events in accordance with Section 607.1601, Florida Statutes, including the authorization of investments as required by Section 625.304, Florida Statutes. Acquisitions, Mergers, Disposals, Dissolutions, and Purchase or Sales through Reinsurance The Company did not have any acquisitions, mergers, disposals, purchases or sales through reinsurance. Surplus Debentures The Company had a contribution to surplus in the form of a surplus note from BCBSFL totaling $1,400,000 in August of 2003. The note will mature on June 30, 2018. 7

AFFILIATED COMPANIES The Company was a member of an insurance holding company system as defined by Rule 69O-143.045(3), Florida Administrative Code. The latest holding company registration statement was filed with the State of Florida on June 1, 2009, as required by Section 628.801, Florida Statutes, and Rule 69O-143.046, Florida Administrative Code. A simplified organizational chart as of December 31, 2008, reflecting the holding company system, is shown below. Schedule Y of the Company s 2008 annual statement provided a list of all related companies of the holding company group. COMP OPTIONS INSURANCE COMPANY, INC. ORGANIZATIONAL CHART DECEMBER 31, 2008 Blue Cross Blue Shield of Florida, Inc. 100% Diversified Health Services, Inc 100% Comp Options Insurance Company, Inc. 8

The following agreements were in effect between the Company and its affiliates: Tax Allocation Agreement The Company and other members of the holding company system entered into an income tax allocation agreement return with its parent company. On December 31, 2008, the method of allocation between the Company and its parent was subject to written agreement among the companies. Marketing and Administrative Services Agreement The Company maintained an administrative services agreement with Blue Cross and Blue Shield of Florida (BCBSFL). BCBSFL agrees to provide billing and collection, network administrative, human resources, payroll, legal, facilities management, data processing, financial and general management services to the Company. FIDELITY BOND The Company maintained fidelity bond coverage in the amount of $40,000,000, which was considered adequate for the Company by the NAIC. PENSION, STOCK OWNERSHIP AND INSURANCE PLANS All the Company s staff are employees of the parent BCBSFL. 9

STATUTORY DEPOSITS The following securities were deposited with the State of Florida as required by Section 624.411, Florida Statutes: Par Market STATE Description Value Value FL US Treasury Note $ 600,000 $ 673,980 TOTAL SPECIAL DEPOSITS $ 600,000 $ 673,980 INSURANCE PRODUCTS The Company wrote workers compensation policies only in the State of Florida. Territory The Company was authorized to transact insurance in Florida. Treatment of Policyholders The Company established procedures for handling written complaints in accordance with Section 626.9541(1) (j), Florida Statutes. The Company maintained a claims procedure manual that included detailed procedures for handling each type of claim in accordance with Section 626.9541(1) (i) 3a, Florida Statutes. 10

REINSURANCE The reinsurance agreements reviewed complied with NAIC standards with respect to the standard insolvency clause, arbitration clause, transfer of risk, reporting and settlement information deadlines. Assumed The Company assumed no insurance. Ceded The Company ceded risk on a quota share and excess of loss basis to its parent company BCBSFL. The Company also maintained an excess of loss agreement with Swiss Reinsurance America Corporation. ACCOUNTS AND RECORDS The Company maintained its principal operational offices in Jacksonville, Florida, where this examination was conducted. An independent CPA audited the Company s statutory basis financial statements annually for the years 2004, 2005, 2006, 2007 and 2008, in accordance with Section 624.424(8), Florida Statutes. Supporting work papers were prepared by the CPA as required by Rule 69O-137.002, Florida Administrative Code. 11

The Company s accounting records were maintained on a computerized system. The Company s balance sheet accounts were verified with the line items of the annual statement submitted to the Office. The Company and non-affiliates had the following agreements: Custodial Agreement The Company maintained a custodial agreement with Bank of New York for the provision of custodial services. This agreement did not contain certain provisions that were required under Rule 69O-143.042, Florida Administrative Code Section (j) and (o). Section (j) required that the custodian maintain insurance protection in an amount to protect the Company s assets and Section (o) required written notification from the custodian to the Office of Insurance Regulation if the Company terminated the agreement or withdraws 100% of the assets from the account. Independent Auditor Agreement The Company maintained a contract with an external CPA to perform the annual audit in compliance with Section 624.424(8) (c), Florida Statutes. Information Technology Report Interactive Solutions, LLC performed an evaluation of the information technology and computer systems of the Company. Results of the evaluation were noted in the Information Technology Report provided to the Company. 12

FINANCIAL STATEMENTS PER EXAMINATION The following pages contain financial statements showing the Company s financial position as of December 31, 2008, and the results of its operations for the year then ended as determined by this examination. Adjustments made as a result of the examination are noted in the section of this report captioned Comparative Analysis of Changes in Surplus. 13

COMP OPTIONS INSURANCE COMPANY, INC. Assets DECEMBER 31, 2008 Per Company Examination Per Examination Adjustments Bonds $34,043,017 $34,043,017 Stocks: Common 2,496,721 2,496,721 Real Estate: Properties occupied by Company Other properties Cash: 4,627,047 4,627,047 Other investments Aggregate write-in for invested assets Agents' Balances: Uncollected premium 2,612,621 2,612,621 Deferred premium 8,092,862 8,092,862 Reinsurance recoverable 2,536,962 2,536,962 Net deferred tax assets 1,924,879 1,924,879 EDP Equipment Interest and dividend income due & accrued 79,837 79,837 Receivable from parents, subsidiaries and affiliates 143,812 143,812 Amounts receivable related to uninsured plans 520,660 520,660 Aggregate write-in for other than invested assets Totals $57,078,418 $57,078,418 14

COMP OPTIONS INSURANCE COMPANY, INC. Liabilities, Surplus and Other Funds DECEMBER 31, 2008 Per Company Examination Per Adjustments Examination Losses $6,234,507 $6,234,507 Loss adjustment expenses 3,015,707 3,015,707 Commissions Payable 649,870 649,870 Other expenses 706,496 706,496 Taxes, licenses and fees 410,283 410,283 Current ferderal income taxes 606,754 606,754 Unearned premium 5,941,330 5,941,330 Ceded reinsurance premiums payable 8,237,502 8,237,502 Amounts withheld 2,416,462 2,416,462 Dividends declared and unpaid 169,047 169,047 Payable to parent, subsidiaries and affiliates 2,533,507 2,533,507 Total Liabilities $30,921,465 $30,921,465 Common capital stock $1,000,000 1,000,000 Surplus notes 1,400,000 1,400,000 Gross paid in and contributed surplus 22,200,000 22,200,000 Unassigned funds (surplus) 1,556,956 1,556,956 Surplus as regards policyholders $26,156,956 $26,156,956 Total liabilities, surplus and other funds $57,078,421 $57,078,421 15

COMP OPTIONS INSURANCE COMPANY, INC. Statement of Income DECEMBER 31, 2008 Underwriting Income Premiums earned $16,797,584 Deductions: Losses incurred (167,781) Loss expenses incurred 1,874,088 Other underwriting expenses incurred 7,836,787 Aggregate write-ins for underwriting deductions 0 Total underwriting deductions $9,543,094 Net underwriting gain or (loss) $7,254,490 Investment Income Net investment income earned $1,721,873 Net realized capital gains or (losses) 687,078 Net investment gain or (loss) $2,408,951 Other Income Net gain or (loss) from agents' or premium balances charged off Finance and service charges not included in premiums Aggregate write-ins for miscellaneous income Total other income Net income before dividends to policyholders and before federal & foreign income taxes $9,663,441 Dividends to policyholders 2,859,258 Net Income, after dividends to policyholders, but before federal & foreign income taxes $6,804,183 Federal & foreign income taxes 2,188,760 Net Income $4,615,423 Capital and Surplus Account Surplus as regards policyholders, December 31 prior year $24,556,853 Net Income $4,615,423 Net unrealized capital gains or losses (1,053,408) Change in non-admitted assets (5,482,509) Change in net deferred income tax 1,220,598 Change in excess statutory over statement reserves Surplus adjustments: Paid in 2,300,000 Aggregate write-ins for gains and losses in surplus Examination Adjustment Change in surplus as regards policyholders for the year $1,600,104 Surplus as regards policyholders, December 31 current year $26,156,957 16

COMMENTS ON FINANCIAL STATEMENTS Assets There were no changes to assets. Liabilities Losses and Loss Adjustment Expenses $9,250,214 An outside actuarial firm appointed by the Board of Directors rendered an opinion that the amounts carried in the balance sheet as of December 31, 2008, made a reasonable provision for all unpaid loss and loss expense obligations of the Company under the terms of its policies and agreements. The actuary contracted by the Office performed an independent analysis of the Company s loss and loss adjustment expense reserves in order to validate the reasonableness of the established liabilities for losses and loss adjustment expenses and was in concurrence with this opinion. Capital and Surplus The amount reported by the Company of $26,156,956, exceeded the minimum of $4,000,000 required by Section 624.408, Florida Statutes. A comparative analysis of changes in surplus is shown below. 17

COMP OPTIONS INSURANCE COMPANY, INC. COMPARATIVE ANALYSIS OF CHANGES IN SURPLUS DECEMBER 31, 2008 The following is a reconciliation of Surplus as regards policyholders between that reported by the Company and as determined by the examination. Surplus as Regards Policyholders December 31, 2008, per Annual Statement $26,156,956 ASSETS: INCREASE PER PER (DECREASE) COMPANY EXAM IN SURPLUS Bonds No adjustment needed. LIABILITIES: Other Expenses No adjustment needed. Net Change in Surplus: 0 Surplus as Regards Policyholders December 31, 2008, Per Examination $26,156,956 18

SUMMARY OF FINDINGS Compliance with previous directives The Company has taken the necessary actions to comply with the comments made in the 2003 examination report issued by the Office. Current examination comments and corrective action The following is a brief summary of items of interest and corrective action to be taken by the Company regarding findings in the examination as of December 31, 2008. Accounts and Records The Company had a custodial agreement with Bank of New York that did not contain certain provisions that are required under Rule 69O-143.042, Florida Administrative Code sections (j) and (o). See Custodial Agreement Section of this report for details. We recommend that the Company amend their custodial agreement to comply with Rule 690-143.042, Florida Administrative Code. 19

CONCLUSION The insurance examination practices and procedures as promulgated by the NAIC have been followed in ascertaining the financial condition of Comp Options Insurance Company, Inc. as of December 31, 2008, consistent with the insurance laws of the State of Florida. Per examination findings, the Company s Surplus as regards policyholders was $26,156,956, in compliance with Section 624.408, Florida Statutes. In addition to the undersigned, Samita Lamsal, Florida Office of Insurance Regulation, Financial Examiner Analyst II, participated in the examination. We also recognize Donald W. Sirois CFE, CPA, Invotex Group, Director and Matthew J. Rosendale, Invotex Group, Consultant, participated in the examination. We also recognize the participation of Interactive Solutions, LLC and Huggins Actuarial Services, Inc. in the examination. Respectfully submitted, Kethessa Carpenter, CPA Financial Examiner/Analyst Supervisor Florida Office of Insurance Regulation 20